Black and Blue
by LittleTinyGnome
Summary: Levy caught Gajeel spying on her during the night. How will she confront the dragon slayer? Lemons in later chapters. GaLe. Hints of NaLu. Please read and review. I am open to suggestions.
1. Chapter 1

A/N: I do not like author notes, but I understand their purpose, for that reason I will only be writing this one. Mature content will be sprinkled throughout this story. So far, **mature content is located in chapters 1, 5, 6, 7, 8, 9, 10, and 11**. I will be adding to this list as I update further. For those of you here for story and not mature situations I will not be forewarning you when it happens. I feel multiple A/Ns ruin the flow of a story so please refer back to this note if you would like to avoid it. Please read, review, and PM me if you have any constructive criticism for me.

Thank you,

LittleTinyGnome

xXx

Levy had fallen asleep reading again. There she was lying beneath one of her favorite books, blue hair splayed out on her pillow behind her head, chest slowly rising and falling with her rhythmic breathing. A small shiver crept through her body as the night air caressed its way up and down her creamy skin. Her little PJ shorts and thin strappy tank top did little to guard her from the fall breeze that meandered its way into her apartment through a large open window. The slight chill in the air caused small goose bumps to form over Levy's arms and legs. She turned slowly onto her side, her book falling haphazardly onto the plush down comforter that outfitted her queen bed. Her arms instinctively wrapped their way around each other across her small breasts. Her tank top gently kissed her pert nipples as she huddled against her feather pillow for warmth.

The small clock on Levy's wall chimed quietly as the large hand nudged it's was over the number 12, slowly catching up to the little hand that laid over the 3. The small tinkling from the clock was enough to rouse the sleeping woman. Levy's eyes slowly opened, the dim light from her reading lamp greeting her. She rubbed the sleep from her eyes and sat up, lowering her legs over the edge of her bed. Her toes kissed the cold hard wood beneath them and she quickly withdrew them. A small sigh escaped her lips and she realized she would have to cross the chilled room to close her open window. Levy quickly hopped out of her bed and trotted over to it. She reached her arms up to pull the window shut, but was a bit too short to reach the handle. She quietly cursed her best friend, Lucy, who had opened the window earlier that day while they were hanging out. Lucy was significantly taller than Levy and had most likely not realized her petite friend would have a difficult time closing the tall window by herself. Levy scampered over to her desk to grab the heavy wooden chair that sat in front of it. She brought it with her and set it in front of the open window. Levy carefully hopped up onto the chair and reached to grab the handle on the window. She tugged it down as quickly and carefully a she could, but stopped when she saw something reflect the light from her room. She peered out into the dark night. Searching the tree line where she saw the glimmer.

 _Crap!_ Gajeel thought, hastily hiding behind the large trunk of the tree he was sitting in. _How did she know I was…?_ But before he could finish his thought he heard a small cough come from the tree next to him. Quickly looking up he saw a pair of small reflective eyes looking directly at him.

"Lily! What are you doing here?" Gajeel hissed. The small exceed gave him a sly smile.

"Well, it is 3 in the morning and you hadn't come home yet. So I figured you were either passed out at the guild hall or here." Panther Lily stated bluntly. "I wanted to make sure you were okay." Gajeel peeked around the tree behind him to look at the window, and then back to the black cat that now sat across from him.

"Spy on her often, do you?" Panther Lily chuckled, smirking at the large dragon slayer in front of him.

"No!" Gajeel spat. "I just – well – I- It's none of your damn business, cat!"

"Well, when you've finished doing whatever it is you are doing here, I'll be at home. It might benefit you to get a little sleep tonight. We have a long day of work tomorrow."

With another small chortle the black cat was off, flying through the air toward home. Gajeel grit his teeth and cursed the little cat for being so nosy. "It's not like I was _doing_ anything. I just – wanted to check on her is all…" With a small huff Gajeel slowly crept around to the other side of the tree. His tan pants and black shirt gently blowing in the fall wind. He looked curiously to the window Levy had been standing in front of. Her window was now closed and the lamp light had been extinguished. Gajeel left out a small sigh and hopped down from the tall branch he was resting on. Leaves crunched softly under his black laced boots. With another look up at the window, hoping to catch one more glimpse of the woman who resided inside, he turned and walked slowly out of the tree line, back to the warn path that lead to the town of Magnolia. The wind arbitrarily blew dead leaves around as he kicked them up on his way home.

Levy quickly shut the window and jumped down from her chair. She rushed over to her bedside table and flicked the lamp off. Swiftly she ran back over to the window and crouched down low beneath it. She poked her head up, just enough to peek over the ledge and survey the trees where she saw the flash of light. Her breath caught in her throat as she saw a familiar pair of white wings glide up over the tree tops and zoom toward Magnolia. "What is Lily doing outside at this hour?" She mused. But suddenly caught sight of a very masculine man with long black hair and studded features leave the trees. He looked up to the window. Levy panicked and ducked under the window sill, hoping she hadn't been seen. She cautiously turned back around and peeped out the window once more. The large dragon slayer was sauntering to the path that led to Magnolia, kicking up leaves as he went. _Why is Gajeel here, outside my window, hiding in the trees?_ Levy's heart was racing. Butterflies were fluttering incessantly in her stomach. A smile crept across her face as she fussed over reasons in her head about why that handsome dragon slayer could have been hanging around her apartment that late at night.

"I'll have to ask Luce about this tomorrow. Maybe she could have an idea about it." Levy said cheerily before hopping into bed and bundling her petite body in the plush down comforter, falling asleep with thoughts of Gajeel swimming in her mind.


	2. Chapter 2

The guild hall was bustling. All of the Fairy Tail mages were running back and forth getting ready for their annual Fall Festival. Mira was behind the bar handing out tasks to each wizard. Cana was sitting at the bar drinking her barrel of beer and laughing at all of the people who got roped into decorating. She, of course, put herself in charge of the beverages that were to be served at the party. She took it upon herself to test taste every one before they were okayed to be served the next night. She sat happily watching her guild mates that had to take part in all of the manual labor. Happy, Carla, and Panther Lily were stringing lights and decorations from the ceiling of the guild hall. Carla had a small basket full of different colored leaves. Each covered in a shiny golden glitter. Happy was holding strings of lights for Panther Lily, who was attaching them to the ceiling. Natsu, Gajeel, and Laxus where setting tables up in the middle of the room. Mira had told them to make room for the dance floor. She wanted it right in front of the stage. She also wanted a long table in the back off the hall for the food to be served on. As Mira dictated table placements to the group of dragon slayers, Erza, Wendy, and Laki sat at the bar carving jack-o-lanterns for the festivities. Wendy was trying to carve a maple leaf into her pumpkin, but the pointed edges were coming out all wrong. She looked over to Erza who was vigorously slashing into her pumpkin. She didn't want to know what the requip mage could possibly be trying to carve. Laki on the other hand had a whole nest of pumpkins next to her, each with the Fairy Tail emblem beautifully sliced into it. Gray was tasked with the job of making ice sculptures for the party. He skillfully worked the ice in to beautiful shapes, leaves, pumpkins, and different animals. He could feel the presence of a certain water mage; she was spying on him from behind a wall, hearts dancing in her eyes as she watched him work with the ice.

Levy was walking as fast as she could to Lucy's apartment. She had accidently slept longer than she had planned. She had agreed to meet Lucy at the guild hall so they could help get ready for the festival, but because of what happened the night before she needed to talk to Lucy in private. Levy knew if she met Luce at the hall they wouldn't have any time to talk. She imagined the laundry list of things Mira had planned for them to do. She picked her pace up, and turned down a small side street to avoid the guild hall. There in front of her less than a block from the hall she saw Lucy.

"Lucy!" Levy tried to call out without drawing too much attention to herself. Lucy was deep in thought about an overly obnoxious, pink-haired dragon slyer that had walked in on her that morning while she was in the tub. She looked up at the sound of her name. Searching the area around her she saw the small bluenette down a side street.

"Hey, Levy!" Lucy called out. "What are you doing? I thought you wanted to meet at the guild."

"Shh!" Levy pleaded, and beckoned her friend over. Lucy moseyed over to Levy, who was now crouching down behind a store display. She gave the small woman a quizzical look and was about to ask her what she was doing but was cut off by the woman in front of her.

"I need to talk to you right now. It is important, but we can't talk here. It is too close to the guild hall, and Mavis knows those walls have ears."

Lucy gave an understanding nod and followed Levy to a small tea shop around the corner. Once inside they both ordered small teas and found a booth to sit in. The shop was quaint. Its walls were a dark grey and the furniture was mismatched and worn out. The air was damp and smelled of spices. There were a few patrons sitting around at tables; some reading, others just enjoying the nice fall morning. Lucy sat staring at Levy, waiting to be informed on what was going on.

"Sorry, I just couldn't talk to you at the hall, too many people. I need your help. Something weird happened last night"

"What do you mean weird?" The Celestial mage inquired.

"Well, I fell asleep reading – "

"Shocker."

"Lu! Come on, I am serious! I need your input."

"Okay, sorry."

"Like I was saying, I fell asleep reading and when I woke up to go close my window I saw something outside my window. I thought it was Lily, but it wouldn't make sense, him being there so late. So I hid and tried to see if I could see anything else. And that is when I saw Gajeel!"

"Gajeel? What do you mean you saw Gajeel? Like, outside?"

"Yes! He was walking out of the trees! And then he looked up at me. Well, I think he did."

"What did you do?"

"I hid! I kind of panicked. I ducked down and then after a minute I looked out the window again and saw him walking away. I thought for sure I was imagining things, because of how tired I was, but I wasn't. He was at my house last night, for who knows what reason. What does this mean Lu?"

"Hmm… I am not sure. Maybe he was out for a walk around town and ended up at Fairy Hills?"

"But Fairy Hills is kind of out of the way. That doesn't seem likely."

"It was just a thought. Maybe… well, you guys have been a lot closer lately. Right?"

"Yeah, a little. But it isn't like we really hang out or anything. We just see each other around town and when we are at the guild hall. I don't know Lu, it is just weird. And that doesn't account for why he was there at 3 am."

"Why don't you just ask him?"

"What? No way! That would be so awkward."

"Yeah, you're right. Hey! You could ask Lily. He would probably know. You said he was there too, right?"

"I could do that." The blue haired mage sat pondering for a few minutes, staring into her empty tea cup. "I can ask Lily later today, after all of the party set up is done. I hope he can tell me what is going on."

"We better get going back to the guild. Mira is probably going to be mad we are late."

"Yeah, good idea. Let's get going."

The two mages left the café and made their way back to the guild hall. The streets where bustling, it seemed the whole town was excited for the Fall Festival. There were venders on the street corners selling Magnolia memorabilia, foods, and other trinkets. The girls stopped at the large front doors of the guild hall. Lucy gave Levy a quick smile and they pushed the doors open. The guild was beautiful, almost everything was set up. The two women walked over to the bar to get their assignments. They saw Cana sitting, now with Master Makarov, at the bar pouring two large glasses of mead. They turned to see Kinana behind the bar. Levy quietly asked where Mira was.

"Oh, you guys are late. She was looking for you twenty minutes ago. I think she is out back inspecting Gray's ice sculptures."

"Uh-oh. Okay, thanks Kinana. We will go try and find her."

"Good luck!" The purple haired bar maid said.

"You're gonna need it!" Cana yelled after them, laughing, knowing just how frustrated Mira was that they were late.


	3. Chapter 3

The celestial and solid script mages made their way through the guild hall to the pool. The women were told that Mira was back there inspecting Gray's ice sculptures. Levy and Lucy stopped to admire the large banquet tables that were being set by Lisanna, Evergreen, and Romeo. There were beautiful table linens of burgundy, pumpkin orange, and curry yellow. All of the best china and flatware had been pulled out for tomorrow's festivities. Each table had their own unique centerpieces. Laki had carved large wooden vases to use and Droy was tasked with making the fall flower arrangements that were to be used in them. Jet was racing between each table, franticly placing the enormous bouquets in the designated spots Mira had picked out. As the girls were walking past the massive buffet table that was ready to be topped with elegant and delectable foods they heard a shout coming from a hallway off the main room. Levy and Lucy looked up to see Natsu, hands engulfed with flames and Gajeel, whose arms were transformed into a clubs. They two enraged dragon slayers where followed by another very aggravated dragon slayer.

"What the hell do you think you three are doing?" Mira called from the back entrance of the guild hall? "We do not have time to clean up this guild hall if you two bone heads decide to start fighting!"

"Yeah flame-brain, we don't have time to clean up after you and metal-head." Gray said mockingly from behind Mira.

"Screw you stripper, this isn't any of your damn business! This is between me and Gajeel."

"And what, might I ask, is so important that you two idiots feel the need to fight in the middle of our perfectly set up guild hall?" Erza's voice echoed throughout the expansive hall sending shivers down every mages spine and stopping the dragon slayers dead in their tracks. She had gotten up from working on her massacred pumpkin and made her way to the small doorway where the three men were now standing terrified. "I do not care what petty squabble set you off, but this is the end of it. I assure you. There is no time to waste. This is the Fall Festival, and I will be damned if I let you two ruin this glorious tradition before I have even had a chance to sample to desserts."

"So, we can ruin it? We just have to wait until you eat some desserts?" Natsu retorted jokingly.

"Not even then!" Mira threatened from across the hall and sent the dragon slayers to the cellar to start bringing up crates of wine and beer to set behind the bar for tomorrow.

Once the mages had settled down and continued on with their work Mira approached Levy and Lucy, an evil twinkle in her eye. "Now, you two were late. I have been waiting." Mira stated devilishly, hoping to draw out every bit of guilt the two girls were carrying with them.

"We're sorry Mira. It is my fault we are late. I needed Lucy's advice on something important." Levy said, hoping to thwart any punishment Mira may have thought up for their tardiness.

"What was so important that it excused you from being here on time?" Mira prodded deviously.

"Well, I – um – you see. The thing is I – er." Levy stammered, blushing furiously, trying to come up with a suitable excuse.

"She still hasn't found a dress for tomorrow!" Lucy quickly interjected, knowing full well that Levy already had an outfit picked out for the next evening.

"What?" Mira exclaimed, shocked. "That is unacceptable! What do you mean you don't have a dress, you told me last month you had one. What happened?" Mira's temper and anxiety flared. All of the mages were supposed to have their formal ware picked out already. She even begged Master Makarov to post an official notice, so no one would put it off.

"I'm sorry Mira." Levy apologized, glaring at Lucy.

"Don't apologize to me! Go! Get a dress! There is so little time to waste. Everyone needs to be perfect tomorrow." And with that Mira was shooing Lucy and Levy out of the guild hall, not giving them any time to protest.

Levy glanced at Lucy, who was now giggling at the flushed bluenette. "That worked out better than I thought it would. We got out of all the hard work and didn't even get punished by Mira!" Lucy poked at Levy, waiting for her to return a smile.

"How did you think it was going to go? I mean, we just got kicked out of the guild hall. And I already have a dress, you should know, you were there while I bought it." Levy jeered at Lucy. "And I need to ask Lily about last night! Remember?"

"Oops." Lucy said putting her arm behind her had apologetically. "We can always try to wait for Lily to come out."

"But Gajeel and Lily always leave the guild hall together. I need to get Lily alone, and there is no way Gajeel wouldn't get suspicious if I just asked to talk to Panther Lily in private."

"Yeah, I guess you're right." Lucy mused. The girls started making their way to one of the benches that sat out front of the guild. "Hey! I have an idea! We could sneak you in." Lucy said cheerily. "You could use the back door, where all of the freight comes in. I mean, there is bound to be a bunch of deliveries back there for tomorrow. You could just use that as an excuse to get in." But just as Levy was about to protest Happy came flying out one of the front windows. The little blue exceed who was floating merrily along through the air came to a halt when he was the two women.

"Hey you guys! What are you still doing here? I thought Mira sent you to go get dresses."

"Yeah, well, I already have one. There was a slight misunderstanding." Levy tried explaining.

"Hey, Happy, I need you to do me a favor." Lucy stated in a cunning tone.

"What kind of favor?" Happy and Levy looked at Lucy questioningly.

"I need you to go inside and get Panther Lily. But you need to be sneaky. Have him meet Levy by the back freight entrance. Can you do that?"

"Why should I?"

"Because, if you do I will buy you a really big fish." The celestial mage said tauntingly.

"Aye, sir!"

And with that Happy flew off back through the open window. Lucy gave Levy a big smile and sent her back to the freight door, proud of how her plan was sure to play out. Levy walked all the way around the guild, trying her very best not to be seen by any of the other mages. She tip toed through the maze of ice sculptures by the pool. She stopped dead in her tracks when she heard voices coming from one of the larger sculptures.

"But Gray, my love, why won't you build an ice sculpture of your Juvia? Don't you want something beautiful to look at when Juvia is not with you?"

"No." Gray answered her flatly.

"Oh please my love! It would be so magnificent. Juvia can see it now, you gazing deeply at the statue while Juvia is away. You could make it look exactly like her. See? Here, Juvia will even pose for you!" Juvia stood with one arm behind her head the other on her hip; she pushed out her chest and craned her neck upward.

"No." Gray stated more firmly this time.

"Oh please, darling!" Juvia cried out more dramatically this time. Levy slowly tip-toed away, hoping the "lovers" would be too focused on one another to notice her passing by. Levy made her way around the side of the building. Clear in front of her was the freight entrance. She just had to make it another 50 feet. _Almost there. I don't see anyone back here. Just a few more feet._ Once Levy had made it to the door she stowed herself away behind a large crate of Champaign, waiting for Lily to hopefully show up soon. After what seemed like forever, Levy heard small footsteps approaching. Her breath caught in her throat and her heart started racing. She didn't want to be caught by Mira. Mavis only knows what kind of trouble she would be in then. Images flashed in her head of the punishment Mira had doled out to Erza after the Grand Magic Games. She did not relish the idea of being dressed up in a maid uniform and spanked in front of everyone. But just as her mind was envisioning the horror she remembered a deep voice called out to her.

"Levy? Are you out here? Happy said you needed to meet with me?" The black cat questioned quietly.

"Oh, Lily. Yeah I do need to talk with you about something." The solid script mage slowly revealed herself from her hiding spot behind the large crate.

"Are you all right? You seem a little shaken. I know Mira can be scary but I am sure she is just nervous about all of the planning that has gone into the party."

"Thanks Lily. But that isn't what I needed to talk to you about." Levy nervously twiddled her thumbs. "I wanted to ask you. Well – you see – last night – I um, thought I saw something… weird." Lily's eyes widened a little. His full attention was on Levy, anticipating the awkward question he knew she was going to ask. "Were you and Gajeel at my house last night?" Levy's face turned a crimson red with the embarrassment she felt from asking that question.

"W-why would you ask that Levy? Uh, what makes you think that we – uh – Gajeel and I – were – um, what?" Panther Lily responded flustered.

"Lily, come on! I saw you guys! Why were you at my house at 3:00 am?" Levy pressed the now sweating cat a bit harder. "What's going on?"

"Levy, please. It isn't my place to divulge that information. Gajeel has reasons for the things that he does, though I am not entirely sure what all of them are, I know they exist."

"Okay, I get that, but why on Earth Land would you not be able to tell me why _you_ were at my house last night?" She had him cornered. Though he was sworn to keep Gajeel's reasons to himself there was no such reason he couldn't tell her why he himself was there last night. "Well?" Levy pushed.

"Okay, I was there because I wanted to check on Gajeel. He hadn't come home yet and I knew he would either be at the guild or at Fairy Hills."

"Alright… The guild hall I understand, but Fairy Hills? Does he go there often in the middle of the night? That is kind of weird. It kind of sounds like he was there seeing someone… Wait! Was he there seeing someone at Fairy Hills?" Levy thought out loud. Her heart sank at the idea of Gajeel being in a relationship with someone other than her. _Other than me? What? I don't even - I mean he is very good looking. And we have been hanging out with each other more. No! I can't possibly_ _ **like**_ _Gajeel, can I? Oh Mavis! I like Gajeel!_ Levy's head was swimming. Her thoughts bounced around in her mind while she slowly grew more jealous. _Who could he be seeing?_

"Levy, I don't think – "

"He is seeing someone, isn't he?" Levy asked disparagingly. "Who?"

"No, Levy, it isn't like that. Gajeel isn't seeing anyone." Lily tried comforting an obviously hurt Levy. The black exceed could tell that she had feelings for his companion. And he knew that Gajeel was secretly in love with Levy. "He wishes he was though…" Lily said in a very hushed tone, almost unheard by the petite woman in front of him. Levy gasped. Her eyes became wide; she was on the verge of tears. Her concerned look staring back at the black cat in front of her, silently asking the question she kept mulling over in her thoughts. Lily couldn't help it. She was going to cry. Gajeel would never forgive him if he made the woman he loved cry.

"Okay." Panther Lily said in a low whisper. "You cannot say anything to anyone about any of this." Levy raised her head, and stared pleadingly at Lily, not sure she truly wanted to hear what he had to say. "Gajeel went to Fairy Hills last night… to see you."


	4. Chapter 4

Lucy was smiling to herself anticipating the return of her blue haired friend. She couldn't wait to hear what Lily had told her. She was just as curious about why Gajeel was there last night as she was. Lucy had a hunch as to why, but didn't want to let her imagination get away from her. As she was lost deep in thought about what could have been happening at the freight entrance she heard a familiar voice coming from the front doors of the guild.

"So Lucy is going to buy us lunch, huh? That is great! Moving those tables around really got my appetite worked up." Nutsu stated enthusiastically.

"Aye, sir! She said all I had to do was tell Panther Lily to meet Levy at the back door." Happy responded without a second thought.

"Damn it cat! I told you to be sneaky. Not to blab that to the whole guild!" Lucy had snapped out of her day dreams and was fuming. "And I never said I would buy you lunch, I said I would get you _one_ big fish."

"Well Natsu and I want lunch. We have been decorating all morning. What have you been doing? Maybe I should tell Mira that you and Levy aren't looking for dresses."

"Shut it, cat!" Lucy was pondering for a moment. She was a little low on jewels; she spent a good chunk of change on her dress for the festival. Lucy and Levy spent weeks finding the perfect dresses, both were secretly trying to impress some of the densest dragon slayers they knew. And she still needed enough left for next month's rent.

"Ooh Mira!" Happy called.

"Fine. Fine! Just don't call Mira. I will buy you two idiots lunch. I am not sure how I'll be able to afford next month's rent since you two could eat everything in Magnolia and still be hungry, but fine. I just have to meet up with Levy first. How about you two go ahead and I will meet you at that new place a few blocks down."

"Aye, sir!" Both Natsu and Happy cheered simultaneously. Just as the two boys were turning to leave the guild Gajeel walked out the front door. The scowl on his face was a bit more predominant, the three standing outside could tell he was aggravated.

"Hey, Bunny Girl? Hot Head? Have you seen Lily?"

"Who are you calling Hot Head, Metal Breath?" Lucy looked up at Gajeel, panic stricken. What should she say? She couldn't tell Gajeel Lily was meeting with Levy, that would seem suspicious.

"Yeah! Levy needed to talk with Lily in private. She asked to meet him out back by the freight entrance." Happy divulged without thinking. Gajeel gave the cat a concerned look, and hustled around to the back of the building without saying a word.

"Now you've done it cat!" Lucy yelled ferociously.

"What do you mean Gajeel came to see me last night? He never told me he needed to meet with me." Levy said frantically.

"Well – uh – I have already said too much. I'm sorry Levy but you are just going to just have to ask him yourself." Lily tried to regain his composure. Levy's thoughts were running rampant. The blush across her cheeks was slowly spreading to the rest of her face as she was trying to put all of the pieces together. _Was Gajeel really there to see me last night? Why? Does he like me, in that way? No don't be stupid Levy. This isn't like one of your stupid romance books. Gajeel couldn't like me. At least, not more than friends anyway. Ah! You are being so stupid. I should have just left this matter alone. Serves me right, poking around in things that don't concern me. But that still doesn't help the fact that Lily had said Gajeel wished he were seeing someone form Fairy Hills... Oh Levy! Forget it. It isn't you, just go find Lucy._ Levy snapped out of her inner monologue once she processed what Lily had said.

"Lily, I can't ask Gajeel about it! That is why I came to you!" She let out a frustrated huff.

"Can't ask Gajeel what, exactly?" A gruff voice sounded from behind the solid script mage. Levy's face drained of all color and her eyes widened at the familiar voice. Her body grew ridged and she slowly turned to face the looming iron dragon slayer.

"Uh – Gajeel… Hi!" Levy tried to sound relaxed, but her racing heart and uneven voice gave her away. Lily froze in his spot. _If Gajeel finds out I what I told Levy I am dead._

"Happy told me where I could find you, but why are you back here?" Gajeel asked amused.

Levy's brain frantically searched for an excuse. She didn't have the courage to confront the devilishly handsome man in front of her. As she was racking her mind for an explanation she got lost in his wine-red eyes. All of the thoughts in her head seemed to flit away but one. _Gajeel likes me._ Levy stared at the studded features of the man standing in front of her; his defined jaw, shaggy black hair, and sinister smirk. She couldn't help but be drawn in by him. Gajeel cleared his throat, noticing that the small woman in front of him didn't seem to be paying attention.

"Hey Shrimp." Gajeel prodded. "Where'd you go?" Levy's thoughts snapped back into her mind.

"Oh! Gajeel, um, I have to go find Lucy. It was good seeing you!" She excused herself as quickly as she could and darted past the large man in front of her and out of sight around the corner of the enormous building, all the while dodging his previous question. Gajeel scratched his head and directed his gaze back to the guilty looking exceed in front of him.

"What were you two talking about, Lily?" Gajeel asked sternly.

"What? Oh, uh, nothing. She just needed to ask me something." The cat was starting to sweat profusely and his heart felt as if it would beat out of his chest. "Hey, do you hear Mira calling? Better go see what she needs!" Panther Lily jumped in the air and tried to fly away, hoping to escape the questions he knew he would be berated with if he stuck around.

"I don't hear anyone calling you, fuzz ball." Gajeel said as he reached up to grab the cats tail just before he had flown out of reach. "Now, what were you two talking about, _Lily_?" The small black cat gulped.

"Okay, don't be mad." Panther Lily said defensively. "Levy, kind of, saw you at her house last night." The exceed winced, trying to save himself from the eventual outburst from the dragon slayer that held him.

"She. Saw. Me. At her house. Last night." Gajeel paused on every word trying to understand exactly what Lily had said. "And what did you tell?"

"Nothing really. Just that you had your reasons for being there..." Lily trailed off hoping he wouldn't be pressed any further. He had had enough confrontation for the day.

"I highly doubt that is all. But if you aren't going to tell me than maybe I will just have to talk to her at the festival tomorrow." Gajeel tried to sound calm but was having a nervous breakdown in his head. _Shit! Okay, it isn't like she could have figured out I am in love with her or anything. Lily would never tell her that. Okay, you just need to remain calm, don't overreact. Just go home smash a few trees and try to get a good night sleep. Shit._


	5. Chapter 5

Levy was pacing around her apartment. Weaving her way in between the stacks of books on her floor and going over the day's events in her mind. She kept coming back to what Lily had so hesitantly said earlier. _'Gajeel isn't seeing anyone. He wishes he was though…' Damn it Levy. Pull yourself together. You have to think about this tactically. You won't make any headway in this mission if you don't stop freaking out. I will just make myself a cup of tea and go over my outfit for tomorrow. I need to look perfect. I have to try and get his attention somehow. Lu will probably be able to help me think of something._ Levy made her way around one particularly large stack of books and into her little kitchen. This was one of the only places in her home she didn't have piles of books, except cook books, she didn't want to get any of her prized tomes messy, especially since she could get overzealous in the kitchen at times. She grabbed a small kettle from the cupboard and filled it with water. Jet and Droy had bought her a really nice kind of tea for her last birthday and she wanted to try it out. They had told her it helped with nerves. So she thought it was worth a shot, given her present state of unrest. Just as she had put the kettle on the stove she heard a loud knock on her front door.

Levy squeezed her way past her books once more and ambled over to her door. She stood up onto her tippy toes in order to try and sneak a peek through the peep hole. She peered into the hallway of her building and saw two familiar faces.

"Hey Levy, you in there? Let us in! We haven't seen you all day, you find a dress yet?" Jet and Droy said in unison. With a small sigh Levy unlocked her door and greeted the two smiling mages in front of her.

"Hi guys. What's up?" Levy asked half-heartedly.

"We just wanted to check on you. We were hoping to spend time decorating with you but after Mira kicked you and Lucy out, we figured we should stop over and see how things are going." Jet said enthusiastically.

"Oh, that is so thoughtful, thank you!" Levy moved out of the door way to allow her friends to come in. "I was just making some tea, you guys want any?"

"Sure!" The boys agreed together. "You make the best tea Levy." Droy added shamelessly. The three mages worked their way through the maze of books that was Levy's apartment. Droy was having a hard time navigating through the narrow pathways of books due to his size. Once they reached the kitchen Levy went to the cupboard to grab two extra tea cups and saucers. Jet and Droy made themselves comfortable at her kitchen table eagerly waiting their small friends return.

"So, how was decorating?" Levy asked, genuinely curious about their day. Both mages sighed heavily as their response. "That bad, huh? Mira really had that much work that needed to be done?"

"Well, it didn't start out that bad. I was arranging flowers for the centerpieces and Jet was setting them on the tables. It wasn't until those bone-head dragon slayers started getting into it when everything went downhill."

"What do you mean?" Levy cocked her head to the side questioningly.

"Well after you and Lucy got kicked out, Natsu and Gajeel started fighting again and Laxus refused to work with them, so he went to go find Mira to be given a different task. But she insisted that he keep moving the tables, and chairs, and kegs; because no one else could lift them on their own. She did however agree to separate Natsu and Gajeel. But when she went to go find them Happy came flying through the window looking for Panther Lily. When he found him Lily got all weird and flew to the basement. He then grabbed Natsu and said that Lucy would buy them lunch. After hearing something about food Natsu just up and forgot he was fighting with Gajeel and left the guild. That ticked him off pretty good. Then he started looking around for Panther Lily. Since he couldn't find him in the main hall he went out front to ask around. Droy and I knew Lily went to the basement but figured it would be safer to stay out of it. That is when Mira roped us into helping move the chairs with Laxus, because the other two ran off without telling her." Jet explained.

"Mira gave Wendy and Erza our old jobs. Those poor flowers, I hope she doesn't destroy them like she did that pumpkin." Droy said solemnly.

"I am sure the flowers are fine Droy. Knowing Mira, she wouldn't let anything happen to them." Levy tried comforting the oversized mage. The tea kettle started to whistle. Levy carefully steeped the new tea leaves in the kettle and waited. Once the tea was ready she handed each one a cup and saucer then sat down at the table listening to her two friends talk about the rest of their day. An hour or so passed as the three friends sat and talked about all the events that were going to happen tomorrow. Each one excited about a different thing. Levy couldn't wait to dance with her friends on the dance floor. _Maybe Gajeel will ask me to dance. Ah, Levy! Stop, you know he won't dance. Just relax; you are letting your thoughts wander again._ Although she had hoped the iron dragon slayer would have asked to accompany her to the festival, she knew it was more than likely not going to happen, so she didn't tried not to get her hopes up too high.

"Hey Levy." The two mages asked simultaneously. The young bluenette quickly focused her attention back to her friends sitting in front of her.

"Hmm?" She asked quietly.

"Well, Jet and I were wondering if you wanted to go with us to the festival tomorrow." Droy and Jet gave a shy pleading look, waiting for her response.

"Oh, uh, that is such a nice offer guys but – I – uh – already told Lucy I would go with her, since she was going alone. Sorry. But I will see you there!" Levy put her arm behind her head; a blush crept over her face as she tried to politely turn down their offer.

"No problem. Well, we better get going! See you tomorrow Lev." Jet called out as he got up from the table and made his way to the front door along with Droy. Once in the hallway a safe distance from Levy's apartment, Jet and Droy sighed in defeat.

"I told you we should have asked her sooner." Droy poked.

"Yeah, I know. But I didn't think she would actually turn us down." Jet retorted defensively.

Levy leaned against her front door. The clock on her wall started to chime. _8:00 pm already? Ugh, I should clean up the kitchen. But I just want to read. And I have to get all my stuff ready for the morning. This stinks._ Levy wove her way back into the kitchen and piled all of her dishes in the sink. _I'll just do these tomorrow._ She thought. She made her way back to her room and started gathering the items she would need to get ready for tomorrow. One by one she packed everything into a little blue duffle bag, except her dress, which was hanging in a garment bag in her closet ready to go for the morning. Another hour had passed and Levy heard the familiar chiming of her clock. She yawned and decided it was time to get ready for bed. She went over to the small dresser that sat at the end of her bed and paused, standing there for a moment in deep thought. _I wonder. Maybe I should take a quick peek._ A blush crossed over Levy's cheeks as the thought popped into her head. Levy picked out a pair of little white PJ shorts and a thin white, see-through tank top and walked over to the window of her bedroom. She stood there for a moment before gently reaching up to unlock it. Levy could feel her heart beginning to race. _What am I doing? This is so not like me. He probably isn't even out there._ Levy gradually opened the window, very cautious of her movements.

Levy stood in front of the window and turned around. She slowly untied the little yellow headband that kept her bangs out of her face. She haphazardly set it on the bed side table next to her. Very thoughtfully she peeled off the sleeves of her dress and threw them into the hamper across the room. Her face was burning despite the cold air that kept gently blowing around her. Levy bent forward tauntingly, she didn't care that her lacey black panties were being shown to anyone who might be lurking outside. She slid her sandals off and kicked them aside, not caring where they ended up. Levy tentatively reached down to the hem of her dress, and in a very hesitant motion pulled it up and over her head. A slight chill filled her body as she was now nearly naked. She could feel the night air embracing her petite frame. Her hands slowly found their way to the clasps of her black lacey bra. She very carefully unhooked each clasp careful not to let the bra drop from her front. The slender straps slid down her shoulders and Levy very prudently pulled each arm through, not wanting to drop her bra quite yet. She slowly turned back toward the window, still holding her bra softly to her chest. The blush that had adorned her cheeks crept across her face and down her neck. Levy's hands were staring to shake gently, knowing full well what she was about to do. She let her right arm drop to her side and with her left she meticulously pulled the soft fabric away from her chest and let to drop to the floor. With a small gasp as the cool breezy fluttered over her now bare chest she started to giggle nervously. She took both of her hands and started to ruffle them through her hair. Stretching each finger out and lacing them through each blue strand. She stood there in front of her window for a few minutes just playing with her blue tresses. Another breeze wafted in through the window and Levy shivered slightly. She could feel goose bumps form over her arms and legs; her nipples now hard as she slowly leaned over to grab her little white PJ shorts from on top of her night stand. Very carefully she slid them on letting them rest on her hips. She picked up her white see-through tank top and slipped it on over her head, letting it fall just above her belly button. With one last glance out the window Levy smirked and turned quickly on her heel and made her way over to her bed.

Gajeel couldn't believe what he was seeing. _Why is she changing in front of the window? She has never done that before. I really shouldn't be watching this._ Gajeel thought as the blue haired mage slowly started peeling off her layers. Soon she was in just her bra and panties, but Gajeel couldn't keep his gaze from the beautiful woman in front of him. He gulped hard. He could feel a need building inside of him. He just wanted to jump threw her window and take her right there. He watched her slowly unclasp her bra and turn around. _Oh Mavis, she is turning around. She's turning around! I shouldn't look. This is so wrong._ The bra fell to the ground and a small growl escaped his lips. This new found need he felt inside started to run rampant. Gajeel could feel he fabric of his pants getting tighter. His heart was racing as he watched Levy play with her hair. A small smirk crossed her lips as she peered out the window. Gajeel gasped with the realization that she knew he was watching. It took every fiber of his being to jump down from the tall tree and leave to go home. He didn't want to do something that would ruin the fragile friendship he had built with the solid script mage. He would take care of his growing need by himself when he got home. He walked down the path to Magnolia intoxicated by the images of that beautiful woman.


	6. Chapter 6

Steam floated from the large bathtub and circled playfully around the two women relaxing quietly in the tranquil water. Lucy and Levy were sitting on the far side of the tub. Their arms were splayed out over the edge of the tub, heads lolled back against fluffy white towels, and eyes set heavily closed. The two women relaxed for as long as possible before they had to start getting ready for the fall festival. Drowsily Levy reached over for the sponge and soap she had set next to the tub. She submerged the sponge in the water and started to lather the soap into it. Puffy white suds Began to form and Levy gently started to wash her arms. She caressed her creamy white skin with the loofa. A little trail of suds formed as she moved the loofa from her arms to her neck, across her chest, under her perky breasts, and down her flat stomach. Levy slowly stood up and propped her leg up on the ledge of the massive tub. She bent sown slowly and started washing her ankle. Another trail of suds formed over her short but toned legs as she made her way up to her knee and over her thigh. She did the same to the other leg.

"I bet Gajeel is wishing he was that loofa." Lucy said playfully as she started washing her own body.

"Lu!" Levy gasped at her well-endowed friend; a slight blush forming over her cheeks.

"Or maybe _you_ are the one wishing he was the loofa." Another gasp escaped Levy's lips.

"Cut it out Lu. I could say the same thing about you and Natsu." The bluenette said jokingly while sticking her tongue out at the celestial mage.

"Yeah right, Natsu is too dense to even consider being my sponge." Lucy retorted, wishing her team mate might one day feel the same way she did. "So, Levy, I never got a chance to hear what happened with Lily. I am sorry again about that, Happy blackmailed me into buying lunch for him and Natsu."

"It's okay Lucy. I guess, I don't know, it was such a quick conversation. Lily said Gajeel came to see me the other night. He didn't tell me why he came to see me, though." Levy said timidly.

"Well, duh! I mean, isn't it obvious? He has a crush on you."

"I just can't see that being the reason. I mean yeah we've been hanging more, but I'm still not convinced. Lily told me that Gajeel wished that he was seeing someone and he implied that someone was me. I guess I am just having a hard time wrapping my head around the fact that Gajeel might actually like me."

"I think the real question is whether you like him?" Levy carefully sat back into the tub, the suds leaving the places on her body they had once clung. She sunk down into the water so her whole body was covered. She tried shying away from the question by dunking her head under water and pretending not to hear her blonde friend. " _Levy_ , you can't hide from your feelings forever. Do you like him or not?" With a small huff Levy got out of the tub and started to towel off, still ignoring Lucy. "Oh come on! You have to tell me. We are best friends aren't we?" Lucy was growing impatient and knew the small bluenette needed to admit to herself that she liked the iron dragon slayer.

"Fine fine fine! Yes, okay, yes. I like Gajeel. I think I might be in _love_ with Gajeel; stupid, hopeless, irrevocable, crazy love. Every time he looks at me my knees feel like they are going to give out and I lose all the thoughts in my head! It is driving me crazy Lucy! I am even starting to do stupid things hoping he will notice me." The little bluenette sank down to sit on the warm tile floor, shocked by her sudden admission.

"What _kind_ of stupid things have you done, Levy?" Lucy inquired devilishly. Her small friend had peaked her curiosity.

"Oh no – did I say that? No – I – uh –haha." Levy stuttered nervously.

"Spill."

"Ah, Lucy! You are going to think I am crazy!" Levy said embarrassed.

"Probably, but I need to know. You have to tell me, what if I could help you think of the perfect stupid thing to do to get his attention?" Lucy stated, trying to hold in her excitement.

"Gah! Fine. Last night, when I was getting ready for bed I sort of – changed in front of the window… And it wasn't just your regular getting dressed for bed type of changing; I kind of did a little strip tease…" Levy was blushing furiously; her hands were covering her face. She didn't want to see the look on Lucy's face.

"Oh. My. God." Lucy stated in disbelief. "I didn't think you had it in you. Did Gajeel see? What happened after?"

"Nothing happened. I just did my little tease and then went to bed. I don't even know if he was out there watching. I am such an idiot. What am I doing Lucy?"

"I have no idea! But if you are willing to do _that_ , then I think you should confront him tonight at the party and tell him how you are feeling."

"I couldn't do that! What if he doesn't feel the same?"

"Then he's an idiot. I am sure he will feel the same."

The two women, now wrapped in their towels, made their way back to the changing room, both deep in thought. They needed to start getting ready for the party. The girls grabbed their clothes and started to put them on when they heard someone coming into the women's changing room. Levy and Lucy looked up and saw Erza, Wendy, Juvia, Evergreen, Mirajane, Cana, Lisanna, and Carla. The small parade of women was giggling and talking about their outfits for the party. Each one looked toward Lucy and Levy and smiled.

"Hi guys!" Wendy said brightly.

"Hey." Levy and Lucy said together.

"Are you two already done with the tub? Too bad, we all could have bathed together and caught up." Erza stated firmly.

"Did you ladies find your dresses?" Mira asked cautioning.

"Yeah, we did. I really am sorry Mira." Levy apologized again.

"It's okay, as long as you are all set for tonight I am happy! I cannot wait. This will be the best festival yet!" The takeover mage said excitedly.

"Well, we better get going. See you all at the party!" Lucy chimed.

"See ya' later!" The girls all said together before they started stripping down and getting into the tub.

Jet and Droy sat in the men's tub along with Laxus, Freed, and Bickslow. They had heard everything the two women above them said. Jet and Droy sat there in shock. Levy, their Levy was in _love_ with that monster? How could she? And she stripped for him? Why would she do that? If only they had stuck around her place that night, maybe they could have caught the show. The boys couldn't stop the thoughts that flowed effortlessly into their minds. Panic started to consume them. What are they going to do? How can they stoop this from happening? They had to do something. And as if on cue, both men jumped up from the tub and shot into the changing room to grab their clothes, neither one bothering to dry off.

"Tsk, pathetic." Laxus noted flatly. "Figured those two would end up screwing sooner or later. It's not like either did a very good job of hiding their feelings."

"Yeah, you'd think those guys would have seen this coming with how much Gajeel and Levy have been hanging out with one another." Freed added intently. Bickslow just laughed, trying to picture what those two idiots could possibly do to try and stop their friend from boning Black Steel Gajeel.


	7. Chapter 7

"Oh Levy, you look amazing! I forgot just how perfect that dress was for you." Lucy said in an enthusiastic tone. Lucy's hair had been pinned back in an elegant up do; a few soft strands were left out to highlight her face. She was dressed in a beautiful red strapless gown. There was a long slit that traveled up to the middle of her thigh on the right side. The bodice of her dress was adorned in red and gold beads, which slowly faded out as they reached her waist and hips. The blonde celestial mage couldn't help staring at her petite friend.

"Gajeel is going to die when he sees you in this!" Lucy squealed in excitement again.

"Really? I mean, I love this dress, but – I feel so out of my element." Levy blushed furiously. Her hair do was about the same as usual, but instead of her orange headband she wore a thin black ribbon. Her bangs gently curled around her soft features. The small mage twiddled her thumbs anxiously, while moving to look at herself in the full length mirror. Levy was sporting a sheer, black lace gown. She still didn't think she would have the courage to walk into the guild donning such a revealing outfit. She turned slowly to look at her backside. She couldn't believe she let Lucy talk her into buying such a low cut and backless dress. ' _Your butt looks great' she said. 'It accents your curves.' She said. 'Gajeel will eat his heart out when he sees you in this.' She said. I can't believe I went along with this._ Levy thought self-consciously. The under layer of her dress was black and stopped just above her knee, Levy's legs were completely visible under the thin top layer of lace. She tugged carefully at the soft lace that barely covered her small breasts and shoulders.

"Yes really. You look awesome! Now stop fidgeting and let's get going. We can't be late, or Mira will definitely kill us this time."

"Okay, I'm coming." Levy let out a small sigh, and with one last look in the mirror she turned and followed her friend out the door.

Levy was trying her hardest to muster all of her courage. The guild hall was getting close and she could feel the palms of her hands starting to clam up. _Okay, just breathe. It isn't like you haven't been to guild parties before. But I have never been trying to impress anyone before, and in such a showy dress too. I don't think I can do this!_ Levy's thoughts were racing through her head. She could feel all of the people passing by staring at her and Lucy and it made her nerves flare again. _Oh no, oh no, oh no! Sorry Lucy, I just can't._ Levy turned quickly to run back to her apartment.

"Oh no you don't!" Lucy called as she grabbed the small bluenette's wrist as she tried to flee. "We agreed we would go together. Try to relax. I will be right here with you, and plus, you look smokin'. Just work with it."

"… okay." Levy said in a defeated tone.

The guild was just around the corner. The two women looked at one another, each gathering their courage. As they reached the massive front doors they both took in large breaths and pushed on the handles. They entered the guild and immediately were greeted by loud conversations and the warm glow of candles and string lights. Every table was adorned with two of the Fairy Tail jack o lanterns Laki had carved, and the beautiful flower arrangements Droy had created. The girls could smell the heavenly aroma of all the different foods that wafted throughout the building. As Levy and Lucy made their way into the guild hall all the present mages stopped to greet them warmly. Slowly the girls ventured to the bar, each in desperate need of a little liquid courage. They were getting more attention than they had bargained for. Without a moment's hesitation Levy downed the small shot of alcohol that was placed in front of her. A timid smile crept unto her face as she thanked Kinana for the drink. Levy and Lucy were about to walk over to look at the wide array of foods that were spread out on the buffet table when they heard someone call out from behind them.

"You two look gorgeous!" Erza's commanding voice boomed throughout the guild hall. "What wonderful outfit choices. So bold, so daring, so beautiful! I am so glad to have friends who would ware such glorious gowns."

"Uh… Thanks Erza." Lucy said, a little taken back.

"Yes, you two look great. I must say, I am surprised you were able to find such a nice gown in such a short time frame, Levy." Mirajane said in a merry tone.

"Love rival! Do not think Juvia doesn't know what you are doing! Gray is mine; do not think that dress will help you steal him away from Juvia, because it won't." Juvia yelled in a jealous rage.

"For the last time, I don't want him!" Lucy spat back. Levy giggled, knowing full well there was someone else the celestial mage was trying to impress.

The small group of girls chatted happily with one another while waiting for the rest of their guild mates to show up. Each was telling stories about different jobs they had gone on recently. Kinana came walking around taking drink orders from everyone, every once in a while asking Mira where something had been moved to. With all of the party prep there was twice as much to drink and nowhere to store it all. Mira had also taken to hiding different bottles of wine and liquor in different places due to a thirsty card mage who kept helping herself to any drink she could get her hands on. Just as the last of the mages were trickling into the decorated hall Levy turned to see two of her best friends running straight toward her.

"Levy!" Jet and Droy yelled in unison as they ran up to the petite woman and embracing her in a tight hug.

"Uh, hi guys." Levy barely got out; her friends had her in a bone-crushing hug. "Can't breathe. Need air."

"Oops, sorry Levy." Both men immediately let go of the small bluenette. "You look fantastic!"

"Thanks, Lucy helped me pick it out." Levy gave her friends a small twirl, feeling a bit more confident hearing their opinion. Levy, with her new found self-assurance, slowly started scanning the guild hall for those studded features and long black mane. "Hey, have either of you guys seen – " She started to ask but was cut off when the front doors opened slowly and a trio of exceeds flew in. Levy's eyes widened and she tried to stand on her tippy toes to spot the man she was looking for over the crowd. With a small sigh of disappointment she only saw Wendy walking in with the flying cats. She made her way over to the rest of the girls and greeted them warmly while complimenting Mira on how the decorations turned out. Just as she was starting to lose hope she felt someone tap her on the shoulder. Levy slowly turned around to see a towering dragon slayer staring at her. Levy's heart started beating quickly in her chest and she gulped hard as she looked up at the man in front of her.

"Hey there shorty." Gajeel greeted coolly.

"H-hi, Gajeel." Levy stammered in reply. Jet and Droy eyed the large man jealously, trying to think of some way to divert their friend's attention.

"I need to talk to you." Gajeel said trying to sound calm.

"Hey Levy, let's go get a drink!" The boys suggested quickly. They each grabbed one of Levy's hands and pulled her towards the bar before she could protest. Gajeel gave a small discontented grunt as he saw the small woman being pulled away. He couldn't help but feel jealous and a bit angry watching those two idiots cling so desperately to the solid script mage. Gajeel watched as Jet and Droy grabbed a round of drinks for themselves and Levy. He didn't like the way they looked at her, but quickly he found himself gazing up and down her lean form. He was taking in every curve, memorizing the subtle slope of her breasts and perfect roundness of her backside. The iron dragon slayers thoughts drifted to the previous night, he couldn't help but think about the bluenette and how tantalizing she had looked while undressing for him in front of her window. Gajeel let out a small chuckle as he replayed the memory in his mind, but he was regrettably pulled from his thoughts as he heard a voice coming from next to him.

"She looks great doesn't she?" Lucy's voice taunted him softly.

"Cool it, Bunny Girl. Why don't you go bug Salamander." Gajeel bit back, he was caught off guard by the celestial mage's statement. Hastily he turned to find a spot in the corner of the guild where he was away from his nosy guild mates. Lucy chuckled quietly; satisfied she had caught the large man staring at her best friend with such want. She turned peering around the room looking for the aforementioned fire dragon slayer. She quickly spotted him and his little blue cat beside the buffet table scarfing down hordes of food. She made her way over the Natsu, hoping to pry him away from all the food he was devouring, at this rate all the food would be gone before the festival even started. The whole guild hall quieted down as soon as they heard the booming voice of their fearless leader.

"All right boys and girls! I am so glad to see all of you young people here tonight." Master Makarov greeted happily.

"I guess that counts you out, Macao" Wakaba laughed.

"If I'm out so are you ya' old timer." Macao snorted in reply.

"I am going to keep this speech short and sweet. I want all of you on your best behavior." He gave Natsu and Gray a quick look making sure they understood his warning and carried on. "A lot of people will be gathering here tonight and all of you need to show our guests the utmost respect. Not only is this a party, it is a way for us to show our appreciation to the town of Magnolia. This town has put up with a bunch of stuff from us and we need to show them we don't take them for granted. With that said we have extended invitations to many of the other guilds. I thought having some of our fellow guilds join in our festival would be a good opportunity to build better relationships with them. Now, with that said how about we all give our Mirajane a round of applause. We couldn't have put this together without her and all of her planning." A large cheer was heard throughout the guild hall. Every mage lifted their glass and toasted the takeover mage. With that the guild doors were opened and the crowed that had formed outside started to filter into the bustling guild hall.

The party had been going for several hours now. Most of the mages were on the dance floor. Some lingered at their tables eating and others were scattered around talking with the towns' people and other wizards from different guilds. Levy, Lucy, Cana, Mira, and Lisana were dancing with one another; all of them were trying not to laugh at the obviously uncomfortable Erza in front of them. It seemed she had acquired a small parfumed troll. Ichiya was dancing very closely to Erza, trying his best to seduce the requip mage. He was followed closely by Hibiki, Ren, and Eve, who were all dancing in perfect synchronization. Not too far away Natsu was having a vigorous discussion with Sting and Rogue. He was bragging to them about his latest job and how he beat a whole group of bandits single handedly. Sting and Rouge laughed with Natsu as they all caught up with one another. At the edge of the dance floor the group of exceeds were dancing and laughing with each other. Somewhere near the back of the guild Lyon and Gray were yelling at one another, Juvia seemingly caught in the middle. Wendy, Carla and Sherria were dancing enthusiastically in the middle of the crowd, happy to see each other again.

Levy found herself looking around the guild hall for her dark haired dragon slayer. She saw him sitting and drinking at the end of the bar. Lucy could see the frustrated look on Levy's face as she tried to get Gajeel's attention. It seemed Jet and Droy also saw her determination and stepped in to dance with the small mage. Levy gave a defeated sigh and started dancing with Jet and Droy. She couldn't say she wasn't having fun, she was having a blast hanging out with all of her friends, but she couldn't keep her thoughts off the man sitting at the bar. The song that was being played changed and a loud yell was heard coming from past the dance floor. Everyone in the guild looked over and saw Natsu and Happy running into the crowed of dancing mages. Natsu quickly grabbed Lucy's hand and shouted at her. "Lucy! I love this song! Let's dance!" With a startled yelp Lucy followed Natsu deeper into the crowd of people. Sting, Rogue, Frosch, Panther Lily, and Lector followed Natsu and Lucy, creating their own group of dancers. Everyone laughed at the fire dragon slayer as he danced with the celestial mage.

It was getting late and the party didn't seem to be slowing. Levy excused herself from her group of friends telling them she needed to get a drink, when in truth she was headed out to the pool to get a little fresh air. She wasn't used to being in such a large crowd for such a long time. Big parties were never her thing. Levy made her way past the bickering Gray and Lyon and through the back door of the guild. The pool was mostly dark with the exception of a few path lights that allowed her to see where she was going. Levy found a large bench against the guild hall to sit on. Her face was hot from dancing. As she sat on the bench Levy breathed in the cool night air and closed her eyes to the world. It was much easier to clear her head away from the loud music, colorful lights, and plethora of mages. She just needed a little time to sit and decompress before rejoining the party.

"Hey Shrimp." Levy jumped, startled from the sudden appearance of the iron dragon slayer.

"Oh Gajeel, you scared me." Levy said as a small blush formed on her already flushed face.

"What are you doing out here?"

"Oh, um – it was kind of loud in there and I needed a little break from everyone."

"Yeah, I know what you mean. Crowds aren't really my scene either." Gajeel stated nonchalantly. Levy let a small smile spread across her delicate face.

"Well, you can hang out with me for a little while – if you want to, that is." Levy's face turned another shade darker.

"Sure." Gajeel replied without looking at the little bluenette and took a seat next to her. After a few minutes of silence, aside from the muffled music coming from inside the guild hall, Gajeel worked up the courage to confront Levy about her little show. He couldn't get it out of his head and he needed to know if she truly meant it for him. "You look really nice tonight…"

"Uh – What?" Levy's thoughts were tearing through her mind. _Did he just… compliment me? Oh Mavis, he did! What do I say? I don't know. Anything. Say anything._ "Thanks. You don't look half bad yourself." Levy said, the blush growing hotter on her cheeks.

"I mean to be honest… I prefer what you were wearing last night better, but this isn't bad. Gihi!" Gajeel chuckled as he watched the reaction on Levy's already tomato red face.

"Last night? Oh Mavi! I – um, well you see – the thing is – " Levy couldn't think, she was mortified knowing that he had actually seen her.

"Well, if that show was for me, I figured I should let you know I really enjoyed it." Gajeel could feel the heat radiating from the small woman. "Gihi." Gajeel laughed again. Levy gave his arm a small punch when she heard him laugh for the second time.

"It isn't funny Gajeel." Levy was covering her face now, trying to hide from her embarrassment. "I – well, I didn't realize you were out there."

"So, you change in front of you window often? That's cool I guess. Too bad though, would've been nice to know that was for me and not someone else." Gajeel said, trying to sound as dejected as possible. Levy looked up stunned. She was trying to rack her brain for something to say, but couldn't come up with anything. She stared into Gajeel's wine red eyes, mesmerized. Gajeel moved slowly closer to Levy. He brought his hand slowly to her chin and tipped it up. They stared at each other for a moment before he leaned his head down to close the gap between him and the small woman in front of him. Lightly he pressed his lips to hers. The cool metal studs of his nose brushed gingerly against Levy's cheek and he could feel a small shiver run through her body. She gasped slightly at the contact. Levy moved her hands up to Gajeel's neck and slowly intertwined her fingers into his thick black mane. Gajeel gently licked her bottom lip, asking for entrance. She accepted, parting her lips and deepening the kiss. A small moan escaped her throat as Gajeel trailed one hand down her exposed back to rest just above her butt. He brought the other hand up into her hair, pulling her closer to him, not able to get enough of her. Gajeel's head was swimming; his mind was clouded with images of Levy. He was wrapped in her smell and taste. The only thing he could conclude was that he needed more of the small mage he was holding tight to him.


	8. Chapter 8

The music blasted inside the guild hall as Lucy followed the fire dragon slayer through the crowd of mages. The drinks had been flowing and her mind was hazy. She was tripping over the hem of her long dress trying to keep up with the pink haired man in front of her. Lucy could hear Natsu laughing as they wove their way to the back of the guild hall. They stopped just behind the buffet table and stared at one another not sure what to say. Natsu was having a blast; he and Lucy had been dancing for the last two hours without breaks. His mind was stuck on the blonde mage in front of him, they had been pressed close together while dancing and the contact lit something deep inside of him. Natsu would catch himself staring at the celestial mage as her body rubbed tauntingly close to his own, the way she swayed her figure and lolled her head as the beat of the music flooded the room they were in intoxicated him. He could tell her attitude and whole demeanor was more confident and open while they danced. He wasn't sure whether it was the alcohol they had consumed or something else entirely that he had long been suppressing, but all he knew was he needed to be alone with Lucy. Natsu let out a small giggle and swiftly grabbed Lucy's wrist to pull her along behind him. He made his way past the buffet table, trying not to stop and taste some more of the delicious food that resided there, and out the back door to the pool.

There was a chill in the night air, it swept across Levy's heated cheeks doing its best to try and calm the blush that had blossomed across her face. The small bluenette let out a soft moan as she felt the large hand that was holding her back sink a little lower. A shiver traveled up her spine and she gripped the tangled black mane of the man who was holding her even tighter in response to his movement. Gajeel pressed himself closer to the small woman trying his hardest to control the need that was burning inside of him, when suddenly Levy pulled away, a concerned look adorning her face.

"Gajeel? Did you hear that?" Levy asked breathlessly. Gajeel was so wrapped up in the small woman he hadn't even heard the growing laughter that was moving closer to them. Gajeel hastily stood up and adjusted himself, doing all that he could not to smash the faces of the people who were interrupting him. Suddenly a very intoxicated Natsu and Lucy came stumbling up the concrete path. The inebriated pair had their arms wrapped around one another, tangled together, their mouths fighting for dominance. Gajeel let out a small cough effectively getting the attention of the drunken mages.

"Hey Gajeeeel! Wha's up?" Lucy slurred as she tried to regain her balance.

"Wha – whaat are you guyss do – ing out here?" Natsu continued, hiccupping between words.

"None of your business Salamander. How 'bout you take Bunny Girl and go back to her place. I think you've both partied enough for the night." Gajeel stated, still frustrated by the couples abrupt interruption.

"Ya' know, thas not a bad idea! Les go Natssu!" Lucy grabbed Nartsu's arm and dragged him whole-heartedly back through the guild hall. Gajeel waited for the two to leave before turning back to Levy, who was still sitting on the bench, now staring down at her lap.

"Well, that was annoying." Gajeel stated flatly looking down at the small woman.

"Gajeel, can I – can I ask you something?" Levy sat on the bench, running over the last few minutes in her mind. She was trying to make heads or tails of the whole situation. She knew she enjoyed it, and she knew Gajeel enjoyed it but she was concerned that Gajeel may not be interested in her the way she had hoped. Levy was scared that he was only attracted to her physically. _I mean, we don't really talk all that much. He still knows barely anything about me. And what do I really know about him? What are you doing Levy?_ Gajeel gave Levy a concerned look.

"Uh – sure Shrimp. What's on your mind?"

"What are we doing?" Gajeel was taken back. He didn't know how to answer. He wasn't sure he was ready to tell Levy everything he felt for her. _What the hell does that mean? I don't know! How am I supposed to answer to that? I mean, hell, I obviously like her, isn't that a good enough answer?_

"I dunno. But I like it." He looked at Levy, a small smile made its way across his lips.

"That isn't what I meant, Gajeel. I need to know what this is. What you _want_ this to be."

"Well, I was really having fun earlier, isn't that good for right now?"

"Gajeel, I can't just have fun with you – I mean – I need to know what you want, because I know what I want and I just can't…" Levy trailed off tears forming in her eyes. "I just can't start something with you and not know if it is real!" Levy almost shouted at him trying to wipe the tears from her eyes.

"Levy – I." Gajeel tried to form his thoughts. He wanted to tell the solid script mage everything. He tried building the courage to tell her all of the things he was thinking but couldn't bring himself to confess his true feelings to her. Gajeel's mouth and throat were dry. He felt as if someone had lodged a handful of cotton balls down his esophagus. Levy waited for a reply but it never came. She sat, staring into his wine red eyes hoping to hear him say something that might calm her nerves. Without a second thought, she got up and walked past Gajeel, holding her breath, hoping the tears wouldn't continue much longer.

"That's it? You – You won't even dig – nify my question with a – an answer? I g – guess I had you wr – rong, huh?" Levy's voiced cracked as she tried holding in her sobs. "How was I so stupid?" Gajeel stood there staring at the bench where Levy had sat, shocked. He heard her footsteps receding on the pavement behind him.

"Levy, there you are! Wow! We have been looking every – hey, what's wrong?" Jet and Droy greeted, now concerned.

"Noth – thing. I'm going home." Levy chocked out, in between sobs. Jet and Droy looked over her shoulder to see Gajeel standing with his head bowed and back turned toward them. Rage consumed them as they tried to figure out what Gajeel could have done to their friend in order to make her so upset.

" _You!_ " Droy bellowed.

"What did you _do_ to her?" Jet howled. Gajeel refused to look at them.

"Guys, s – stop it!" Levy cried. "H – He didn't d – do anything." Levy fled, holding her hands to her face, trying to bury her tears.

"Levy! Wait!" Jet and Droy gave Gajeel a scowl before following their distraught friend as she bolted away from them.

Gajeel stood there staring down at his feet; he could feel the fury bubbling inside of him. His body blackened as it covered itself with iron and his wrath flooded over him. With one swift movement Gajeel plunged his clenched fist into the brick wall behind the bench. _Why couldn't I tell her?_


	9. Chapter 9

Levy slammed the door to her apartment so hard the small pile of books leaning against the wall tumbled to the ground. With a swift kick at the toppled pile and small huff Levy trudged through her stacks of books, not caring when they fell behind her. Levy threw herself onto her large bed, sobs escaped her as she curled up, trying to seek solace from the plush down comforter. The little clock on her wall chimed three times. Levy's cries subsided slowly, leaving only tired, puffy, red, eyes in their wake. Noticing she was still in her gown Levy begrudgingly left the warmth of her bed and started to change into PJs. Before she fully undressed the small woman stalked to her window and threw the drapes shut, hopefully thwarting any attempt a certain dragon slayer may make to check up on her. The solid script mage lay in bed, pondering everything that had happened that night. Now that she had calmed significantly and her head cleared a bit Levy realized she was starting to regret her quick judgment of the dragon slayer. She was normally so careful when it came to showing her feelings and controlling her temper, Levy prided herself on being intellectual and logical not irrational and emotional, but whenever she was around Gajeel something changed within her and her feelings seemed to get out of check and wreak havoc. She considered all of her choices, but quickly comprehended there was only one option that would be effective in rectifying the situation she had hopelessly thrown herself into. Levy blushed and quickly became angry thinking of her last possible resort. Embarrassment flooded over her cheeks. _Why do **I** have to apologize? Because you are the idiot who freaked out when he kissed you. Damn it. This sucks; I should just crawl under a rock and hope he forgets all about me. Yeah right. You know Jet and Droy would never let that happen. Gah! This is going to be mortifying. You know apologizing is the only thing you can possibly do to save your sorry butt right? Stupid Levy! Just go to bed. Tomorrow, I will worry about it tomorrow. I can go over to Lucy's and ask her, and **then** I will suck it up and apologize._

Levy barely slept. She woke every hour consumed with anxiety. When she finally conceded to the wakeful state she looked at the clock. 7:00 am. With a small huff the petite woman got out of bed and quickly got ready for the day. Levy decided on a pair of tight black jeans, white tank top, olive green cardigan and black hair ribbon she wore the night before. The small mage left Fairy Hills and walked through the town of Magnolia, noticing it was almost completely silent. There were a few people doing some early morning shopping, but most of the city still slept, trying to recover from the nights activities. Levy stopped in the small café her and Lucy has visited a few days earlier, to pick up two small teas and some bagels. She figured if she was going to drop by so early she might as well bring something to brighten the celestial mages morning. The bluenette made her way down the winding streets to Lucy's house. As Levy reached Lucy's front door she knocked loudly while calling out for the blonde wizard. She was greeted with silence.

"Hmm, no answer. Maybe she is still asleep." Levy mused to herself. "Hey Luce, I am coming in!" Levy balanced the two drinks in her hand as she reached for the door knob with the other. The door popped open and Levy turned backing into it trying to balance both drinks and the sack of bagels. With her foot she closed the door with a slight kick. The small mage walked over to the wooden dining table in the middle of the room and set her items down, noticing articles of clothing strewn clumsily around the room. Levy looked around the small apartment confused. It looked as if a storm had blown threw. "Lucy?" Levy called quietly. Something stirred on the bed. Levy rotated to get a better look at the large lump of blankets that had moved. Levy took another step closer and saw a tuft of pink hair pop out from under the covers. She let out a small gasp.

"Hmm? Oh hey Levy. Oh, bagels. Nice." Natsu withdrew the blankets and got out of the bed to grab a bagel, but quickly noticed he wasn't wearing any clothes and hastily jumped back under the covers to conceal himself and the naked mage that slept soundly next to him.

"Oh Mavis! I am so sorry. I – I didn't – that is – I'll just leave! Sorry." Levy sputtered in shock at what she had just seen. The solid script mage ran to the door apologizing profusely for the intrusion. Levy slammed the door behind her not believing her eyes. _What the hell? I totally forgot they had gone back to Lucy's last night. I was so wrapped up in my own drama it didn't even occur to me what they could've been up to. Well, I will definitely be talking to Lucy about that later_. Levy made her way back through the streets of Magnolia, trying to figure out what she should do next. "Damn it. I left my tea at Lucy's." Levy muttered to herself. _Better go get another._ Levy made her way back to the small café and ordered another small tea, despite the confused look she got from the barista. The small mage sat at a table and slowly sipped her drink. _This is nice. Stop procrastinating. You know what you need to do, now suck it up and go apologize. He probably isn't even awake yet. I mean it is pretty early still. Levy McGarden, go to Gajeel's house right now and say you're sorry! Fine._

Levy downed the rest of her drink and made her way to the edge of Magnolia. There was a small warn pathway that led into the woods. The fall air swirled around the young woman and rustled the last few leaves that remained in the trees. Levy moseyed anxiously up the long pathway. She wound through the trees for a while when she finally came upon a small brick cottage. Levy's breath hitched in her throat as she saw the small house, her confidence was waning. She took a few cautious steps closer to the door, when she heard something thumping around inside. Levy, trying not to be seen just yet, ran to hide underneath one of the open windows that were on the front of the house.

"Damn it Lily! What else could I have done?" Gajeel's voice echoed angrily from the open window. Levy, turned slightly and cautiously pushed herself up to get a glimpse inside the small home. Gajeel stood in the center of a quaint living room; he was directly in front of Panther Lily who was sitting comfortably in the middle of a large black leather sofa. Gajeel wore nothing but a pair of black pajama pants, his hair was thrown in a messy ponytail and the scowl on his face had intensified.

"Oh I don't know. Maybe you could have told her how you feel?" The black cat replied half-heartedly as he munched on a ripe kiwi.

"Don't you think I would've done that if I could've?" Gajeel spat back, venom filled his words.

"Well, you could have. So why didn't you?" Lily questioned matter-of-factly.

"Oh shut up!" The iron dragon slayer roared. "I couldn't okay…? I just couldn't bring myself to tell her I love her. I know she has feelings for me and – I know she knows I like her, but…" Gajeel trailed off, trying to clarify his feelings about the solid script mage to the small black cat in front of him. "I was just too scared to tell her. I don't deserve to love her. And she shouldn't love me, not after what I did to her!" Gajeel crossed his arms over his chest guilt and anger bubbling inside of him. Levy sank back against the wall of the house. _He loves me? And he still feels guilty about what he did?_ Levy tilted her head back to lean against the bricks and closed her eyes, trying to wrap her head around the words she just heard the iron dragon slayer say. Gajeel heard a rustling from outside the window and stiffened. He carefully turned and walked over to the window. Panther Lily stared back at Gajeel, confused by his sudden change in demeanor. Trying not to make a sound Gajeel poked his head out, looking around for any sign of movement. He peered downward and saw a small head of blue hair leaning against his home. Her eyes were closed, and her face was beet red. Gajeel was mortified and despite his best efforts to pull himself together he couldn't help but worry about what Levy may have heard him say. With a small burst of courage Gajeel opened his mouth to greet the small woman lurking around his home.

"What'cha doing out there short stuff?" Gajeel asked, trying to sound nonchalant. Levy shrieked startled by the large man that loomed over her. Levy tried to compose herself and think of a good reason for her being there. _Why **did** I come here again? You idiot, you were going to apologize. So do it already and get the hell outta here!_

"I'm sorry!" Levy practically screamed while jumping up to run away.

"Oh no you don't!" Gajeel reached out the window and grabbed Levy's hand, not letting her flee. "You and I need to talk. How 'bout you come inside and I'll make breakfast." Levy stopped pulling and slowly nodded her head in agreement.


	10. Chapter 10

Levy walked reluctantly to the entrance of the small brick home. She waited anxiously for Gajeel to open the front door. Her face was still flushed with embarrassment, not only from being caught in such a compromising situation but from her newfound knowledge of the dragon slayers feelings. Levy bit her lip trying to keep her thoughts at bay. The door on the front of Gajeel's home opened and Levy's eyes shot up from the ground. An awkward and uncharacteristically large smile adorned the large man's face as he let the solid script mage into his home. Levy took in her surroundings, a little shocked at how clean Gajeel's home was. The main area was very open, minimally decorated, and had beautiful dark wood floors running throughout. Located on the left side of the room was the sitting area; there was a large black leather sofa against the back wall, a matching black leather recliner next to it, and a steel coffee table placed in the middle. Across from the sofa was the enormous picture window Levy had been hiding under. Two smaller windows sat on the same wall as the picture window. A large steel bookshelf, filled with books on magic and combat techniques, took up the far wall of the living room. To the right of the room was the kitchen. A small peninsula with four stools divided the two rooms from one another. Across from the front door was a small archway that looked like it led to a hallway; Levy figured the bedrooms and bathroom were located on the back of the house, through the archway.

Levy slowly took off her shoes and followed Gajeel to the kitchen, not sure what she should say to him. Gajeel walked to one of the drawers, pulled out a black apron and tied it around his waist. With another smile he looked over at Levy who was standing stiffly by the entrance to the kitchen.

"So, breakfast?" Gajeel asked. "Eggs, bacon, and toast okay?"

"Uh… yeah! That sounds great." Levy said blushing. "You – um – do you need help with anything?"

"Nah, I got this kid. I saw you eyeing up my bookshelf though." Gajeel said with a small chuckle. "I'm sure you've probably read 'em all already, but feel free to make yourself comfy. Gihi!" With a small eye roll Levy turned to walk across the living room and check out the bookshelf. She saw Lily sitting on the sofa and gave him a shy smile. Gajeel was right, she had read all of these books before, but she thought she might as well pick one out and read it anyway. That way she might be able to diffuse some of the tension in the air. Levy picked out a book and plopped down on the end on the couch, next to Panther Lily.

"Good morning Levy." The small cat greeted, slightly amused at the present situation.

"Morning Lily." Levy blushed furiously.

"So what brings you here this early in the morning?" A sly smile formed over Lily's face.

"Oh! Uh – I –um – just needed to talk with Gajeel about something." Levy let out a nervous laugh and quickly opened the book to start reading, hoping it would help her avoid any more questions.

"Well," Panther Lily finished his kiwi, hopped off the sofa, and called to Gajeel. "I promised Erza we would train today, so I am going to head out." Gajeel froze and stared at the little cat who was heading for the door.

"That so?" Gajeel replied bitterly.

"Yup. See ya later." Panther Lily winked at the flustered dragon slayer and promptly left. Levy watched the exceed leave, trying not to panic. She slowly let her gaze make its way to the kitchen. Her eyes found the large man standing half naked in front of the stove; he was focusing very hard on cooking. Levy found herself staring longer than she meant to. Her eyes wandered up and down Gajeel's chiseled form. She took in each curve of his muscles, every scar that adorned his skin, and all of the studs that decorated him. She couldn't stop herself from counting them. Four on his right forearm, three in his right ear, three across his right eyebrow, two on the right side of his nose, and two on his chin. She wondered if he had studs anywhere else on his body. _Maybe he has some down – Levy! What are you thinking? Well, it is entirely possible that he has them in other places. Yeah, but that isn't the point! I should_ _ **not**_ _be thinking about_ _ **that**_ _. Oh Mavis, help me. Just relax and read your book. You are here for a reason. To apologize and hopefully fix your stupid mistake._

"Hey Shrimp, foods ready." Gajeel called effectively tearing Levy from her thoughts.

"Oh, thanks!" Levy got up and walked over to the peninsula. She scooted one of the stools out and tried hopping up onto it but it was just a bit too tall for her. Noticing Levy was having a little trouble Gajeel picked her up without a second thought and plopped her on the chair. A small gasp escaped Levy's lips. A blush rushed across Levy's cheeks as she felt Gajeel's hands around her small waist. She relished the brief physical contact between them. Levy stared at Gajeel surprised by the sudden movement.

"The food looks amazing! Thank you." Levy diverted her gaze to the plate in front of her. She didn't realize Gajeel would have such skill in the kitchen. _I wonder if that is the only place he has skill. Damn it Levy! This is not the time._

"Heh. Thanks." Gajeel smiled at the small woman whose face had just turned another shade darker. The two ate in silence, neither one quite sure as to what they should say. Levy finished the food one her plate and hastily hopped off her stool to bring her empty plate to the sink. Not wanting to be rude Levy turned the water on and started washing the pile of dishes that was packed into the sink.

"What are ya doin' Shrimp? Ya' don't have to wash those."

"Yes I do. What kind of guest would I be if I just sat back and let you do all the cooking and cleaning. It is the least I can do after you made me that meal." She smiled brightly back at Gajeel. _She's determined I'll give her that. Plus, I hate doing the dishes. Lily normal does 'em._

"Gihi" Gajeel laughed as the thought crossed his mind.

"Hm?" Levy questioned as she heard him laugh.

"Nothin'. Just thinking."

"Okay."

"Shrimp" Gajeel was working up the courage to finally ask the small bluenette about the elephant in the room. Levy looked up quizzically as she put the last of the dishes in the rack. "What are ya' doin' here? After last night… I didn't think I'd be seein' ya' so soon."

"Well…" Levy took a moment to gather her thoughts. _Okay. Just apologize. It isn't hard._ Levy opened her mouth to speak but nothing came out. She swallowed hard; she could feel her nerves stuck in her throat refusing to move and the butterflies in her stomach were beginning to flutter around. _Now you are being weird. Just say something. Anything. Literally anything you say will be better than standing her with your mouth open._ Gajeel waited for her to speak; a concerned look splayed across his studded features.

"You okay kid?" Gajeel prodded a bit anxious to hear what she could be thinking. _She looks like she just swallowed some rusty iron._

"Sorry." Levy finally whispered.

"Ya' don't need to apologize Shrimp. Just freaked me out for a minute. So you gonna tell me why ya' came all the way here?" Gajeel asked again.

"No Gajeel. That is why I came here. To apologize – for last night. I was… rude. And I overreacted and I shouldn't have let my emotions get so out of control. I shouldn't have yelled at you like I did." Gajeel was taken back. He wasn't expecting her to apologize like that. He figured he would have to be the one to apologize in the end. The large dragon slayer blinked a few times thinking about how he should respond.

"Uh… It's fine." Gajeel dropped his gaze from the petite woman. "I'm sorry too – I guess. I shouldn't have been so forward." He could feel his frustration bubbling under his skin. He was starting to backtrack with Levy and it made him want to yell. He couldn't think of anything he could do to show her his feelings that wouldn't result in another episode like the one from the previous night. _Kiss her! No idiot, remember last time? I screwed that up royally and I never want to make her cry again. Yeah, but ya' like her. And she likes you. Just tell her you like her. Ask her out or something! What? Play it slow. No. She deserves better than me. I should just leave it how it is and hope things go back to normal. Yeah okay. You do that. I hope you have fun watching her forget about you and find someone else. Shit._ The room was quiet. Levy was staring at Gajeel, trying to work out the expression on his face. He looked like a battle was raging in the depths of his mind.

"Gajeel…?" Levy questioned in a hushed tone. "I liked it." Gajeel snapped his head up. Surprise flooded his face.

"What?" He hoped desperately he heard her correctly.

"I said, I liked it." Levy replied trying to sound more composed than she was. She thought back to earlier when she heard Gajeel admit his feelings to Panther Lily. _I have to tell him. I have to be the one to show him that I love him; he won't let himself get close to me otherwise._ With a small push of courage she explained further. "I like you Gajeel. And I want – I – I want _you_." Levy turned to walk around the counter to stand face to face with the dragon slayer.

"I want you too…" Gajeel admitted sheepishly, lowering his head, trying not to look at the solid script mage. "A lot." A large smile adorned Levy's face and she stepped closer, craning her neck to peek under the fountain of black hair that fell around Gajeel's face. Levy pushed up onto her tippy toes and planted a kiss right on the iron dragon slayer lips.

"So, you gonna show me the rest of your house?" Levy probed, a sly grin appearing on her lips.


	11. Chapter 11

"Uh..." Gajeel stared at the bluenette sheepishly. "Yeah, sure." Levy gave Gajeel a large smile and waited for him to walk toward the small archway. She was genuinely curious with how the rest of the small home looked, but her thoughts were stuck on something altogether different. As Gajeel turned to lead the way down the narrow hallway Levy caught herself staring at the large dragon slayer's backside. She scanned her eyes over the rippling muscles of his back and licked her lips. There were three doors located in the small hallway; two on the back wall and one at the end of the hall on the right hand side.

"That's the bathroom down there." Gajeel gestured to the door on his right hand side. "This one's Lily's room." Gajeel opened the second door to let Levy see the neatly organized bedroom where his companion slept. The dragon slayer stiffened a little as he made his way to his room and reached his hand out to grasp the small metal doorknob. Levy peered around the towering man to try and get a better look at the dragon slayers private haven. There was a large window on the far wall. An enormous king-sized metal framed bed resided under the window. A navy blue down comforter covered the bed. There was also a small desk, bookshelf, and dresser in the room. Levy was surprised to see hard wood floors in the bedrooms as well. She peeked up at Gajeel let out a small giggle and snuck underneath his outstretched arm. She skipped over to his enormous bed and plopped down onto it.

"I like your room! I thought it would be messier." Levy giggled again, trying to lighten the mood.

"What's that 'sposed to mean?" Gajeel asked halfheartedly as her made his way over to his desk chair to sit down.

"Oh nothing. I just expected there to be half eaten pieces of iron everywhere." Another sly smiled crossed Levy's lips.

"For your information I finish all my iron. Why would I just let it sit around?" Gajeel wasn't quite catching onto Levy's gentle flirting. The couple sat quietly in their spots for a few minutes before the petite woman figured she would have to be the one to make a move. _Okay. Obviously nothing is going to happen if we just keep sitting here. If you want to pounce on him you better do it now. If you keep sitting here doing nothing guess what is going to happen? NOTHING! Okay. Just breathe. You want this. You have been driving yourself crazy thinking about this for weeks now._ Levy swallowed the lump in her throat. Her palms had started to clam up and she could feel the butterflies in her stomach awakening again. The bluenette slowly stood and made her way across the room to the desk where the large man was sitting. Hearing her footsteps Gajeel turned his head slightly to see the woman walking his way. His intestines started to twist inside his abdomen. A sheen of sweat moistened his brow and he could feel his heart begin to race. Levy stopped right behind the dragon slayer and slowly lowered her head to his studded ear. She let out a warm breath and whispered ever so softly.

"You drive me crazy, you know that right?"

"I – Wha– ?" Gajeel was cut off by the sudden feel of Levy's tongue moving up his ear lobe. It circled gently around each of his studs and made its way up and over the ridge. Gajeel turned his head, shocked by the sudden jolt of pleasure. He was greeted with a shy smile and another kiss on his neck. Levy's small fingers moved Gajeel's ponytail over to his left shoulder, allowing her better access to his neck and back. She trailed hot kisses up and down his jawline.

"Levy – I – I don't know if –" Gajeel tried to say while panting.

"Shh. I don't want to talk. We have talked enough. I just want you Gajeel, and nothing can change my mind about that." Levy said in between her heated kisses. With a loving glance at the stunned dragon slayer Levy brought her head up and kissed him passionately on the lips. Her hands wandered soothingly up and down his back, reassuring her partner that he was the only thing she cared about. Levy stepped backward slowly from Gajeel and smirked shyly. Her hands moved delicately to the black ribbon in her hair, she tugged it firmly to undo the tie. It unraveled and Levy let it drop from her fingers onto the floor. Without breaking eye contact, Levy took another step backward and nervously peeled off her olive green cardigan; she let it drop to the floor in a disheveled pile. Gajeel swallowed hard, realizing what the breathtaking woman in front of him was doing. Levy brought her small fingers to the hem of her white tank top and gently pulled it up and over her head; it too was cast aside in a heap on the floor. Gajeel's breath hitched when he saw the white laced bra Levy was wearing. Levy took yet another step backward and started to undo the button and zipper on her black jeans. With a little shimmy the pants fell to the ground, forgotten. Gajeel could hear his heart pounding in his ears; his hands were shaking with anticipation and nerves. Levy backed up again and sat on the end of the large bed smiling and silently inviting Gajeel to join her. Hesitantly Gajeel got up from his chair and slowly walked across the room to join the woman sitting on his bed. But before he could sit next to her Levy put her hand up to stop him.

"It's your turn." Her voice was heavy with lust.

Gajeel smiled wickedly at the little minx on his bed and slowly started shedding himself of his black pajama bottoms. Levy gasped when she realized the man standing in front of her had been wearing _only_ his pajama bottoms. A red hot flush swam across the bluenette's cheeks and a tinge of embarrassment tried to rise from within her; she did her best to suppress it. Levy's eyes trailed down Gajeel's body, stopping to memorize this newfound form. Her eyes widened and a small gasp escaped her lips when she saw two sets of two studs residing in the valley between his hip bones and pelvis. With her mouth left agape she noticed another set of studs down the sides of his long shaft. Levy heard Gajeel chuckle and she shot her head back up to look into his eyes; she realized she had been staring at his naked form for far too long. Gajeel took a few steps closer to the small woman and leaned in close to whisper in her ear.

"Think it's your turn again." Gajeel stated with honey sweetened words.

Levy gulped and her small hands found their way behind her back and to the little clasp of her bra. She let the article come off of her chest and she tossed it aside. Before the bra landed on the floor beside the rest of the unwanted clothes Gajeel placed both his hands on either side of the bed next to Levy and passionately kissed her. A muffled moan left Levy as she pulled the dragon slayer on top of her. She let her hands find the tie in the dragon slayer's hair and undid it freeing the thick locks. Levy wound her fingers in Gajeel's long black mane. Gajeel straddled the petite woman as he lets his lips work their way up and down Levy's neck, chest, and arms. Gajeel let his tongue lick he inside of Levy's elbow as he caressed his fingers slowly over her chest to find and gently pinch one of her pert nipples. Levy let out another small moan when she felt Gajeel's warm tongue on her skin. Gajeel giggled at the small woman's reaction to his touch. With a jolt of confidence the large dragon slayer kissed his way back up Levy's arm and over to her other unattended nipple. A flood of pleasure washed over the small woman as she felt Gajeel's hot mouth and tongue encase her nipple. Small goose bumps started to form over Levy's skin as Gajeel continued his work. Levy untangled her hands from Gajeels thick mane when she felt him carefully pull away. With a confused look she tried to sit up and question the studded man, but before she could ask him anything the rugged man slipped his hand down to Levy's lacey white panties and lightly tugged them off. A nervous giggle escaped Levy's lips when she felt Gajeel start to kiss the inside of her thighs.

Levy threw her head back against the mattress as she pleasure steadily built within her. She was growing impatient. Gajeel knew exactly what to do to drive her crazy with desire. He kissed the inside of Levy's thighs, and moved tauntingly slow toward her core. With a tender finger he caressed her wet folds, slowly slipped it into her, and started to pump. A loud gasp escaped from Levy followed by a series of soft moans. He added another finger and felt her walls tighten; Gajeel almost couldn't take waiting any longer. He wanted so badly to be buried as deep as he could be in the beautiful woman in front of him. His large member twitched as it waited impatiently. He had imagined doing things like this with Levy so many times before it was almost unreal that they were now actually happening. Gajeel withdrew his fingers and climbed back on top of Levy. He found her eyes and gave her a warm smile. He was about to position himself at her entrance when Levy pushed against his shoulder and lead him to lie on his back. Confused but curious Gajeel went with the little bluenette. She showed him a devious smirk before straddling him. She leaned forward and planted hot kisses against his neck and collar bone. She steadied herself on top of the studded man and positioned him underneath her.

Levy slowly lowered herself onto the large man, and gasped when she felt how full he made her feel. Gajeel's eyes widened at the wondrous sensation. He moved one hand to squeeze the petite woman's perfect ass, and the other was moved to cup one of her small breasts. Levy titled her head back and shook out her hair. She brought one hand up to grab the metal bedframe, in order to balance herself. She started off slowly riding the large man, but found herself quickly picking up her pace as the man below her moaned his approval. Levy could feel herself starting to reach her limit. The couple's panting increased; moans and gasps flooded the small home as Levy and Gajeel climbed to their peaks.

"Gajeel, I – I'm – close." Levy said with labored breathing.

"Me – too" Gajeel replied as he felt himself about to release himself into the small woman on top of him. Both mages let out loud cries of pleasure as they came. Levy collapsed next to Gajeel panting hard. Gajeel pulled his arm around the bluenette to pull her close to his chest. Levy reached down to the end of the bed and grabbed the sheets that had gotten bunched up during their activities. She pulled the white sheet over the two of them and snuggled closer to her dragon slayer. The couple let out a content sigh and drifted into a blissful sleep.


End file.
